Familiarisation Programme for Independent Directors
The familiarization programme for Independent Directors is outlined herein pursuant to Regulation 25 (7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The familiarization programme aims to provide Independent Directors with the Welding Industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, to update the Independent Directors on a continuous basis on significant developments so as to enable them to take well informed decisions in a timely manner.
The familiarization programme also seeks to update the Independent directors on the roles, responsibilities rights and duties under the Companies Act 2013 and other relevant legislations.
INDUCTION, TRAINING AND FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
- On appointment, the concerned director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments
- Each newly appointed Independent Director is taken through a formal induction program including the presentation from the Managing Director & CEO and other Senior Executives on the Company's manufacturing, marketing, finance and other important aspects of the Company's business. Relevant documents relating to the Company such as Memorandum of Associations, Articles of Association, Annual Reports of last three consecutive years, Code of Conduct for Directors and Senior Managerial Personnel, Note on Directors roles and responsibilities, Policy handbook of the Company comprising of policies on various business aspects and practices, Organizational chart of the Company and the profile of all the Directors and the Senior Managerial Personnel of the Company, List of contact details of the Directors, Senior Managerial Personnel and their personal/executive assistants, CSR etc. are provided to the Independent Directors on their appointment
- The Company Secretary sends a formal letter to the Directors about their legal and regulatory responsibilities as a Director and the compliances required of them under the Companies Act 2013 and applicable SEBI Regulations
- The induction for Independent Directors includes interactive sessions with Executive Members and other Functional Heads and also includes a visit to the manufacturing site, so as to familiarize them about the manufacturing and other related aspects
- At various Board meetings during the year, presentation will be made to the Board on the operations of the Company, market share, pricing strategy, financials, risks and mitigation plans, initiatives on health and safety, compliances, major litigation, regulatory scenario etc.
- Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors
- Each Director of the Company has complete access to any information relating to the Company. Independent Directors have the freedom to interact with the Company's management. They are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry segments of which it is a part. Further, they meet without the presence of the Company's Management Personnel to discuss matters pertaining to the Company's affairs and put forth their combined views to the Chairman and Managing Director
- Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company
- On the matters of specialized nature, the Company engages outside experts/consultants for presentation and discussion with the Board members as and when necessary
Details of Programmes conducted and attended by the Independent Directors is given in the table below:
|Familiarization on Statutory Updates|
|SL No.||Meeting date||Presented by||Subject||Hours spent||Directors Attendance|
|Mr. K. Vaidyanathan||Mr. Vikram Tandon||Mr.Sudhir Chand||Ms.Sabitha Rao|
|1.||25.04.2015||Mr. S. Venkatakrishnan - Company Secretary||Highlights of Companies Act, 2013||1||Yes||Yes||Yes||-|
|2.||31.07.2014||Statutory Auditors - S. R. Batliboi||Schedule II of Companies Act, 2013||0.5||Yes||Yes||Yes||-|
|3.||06.11.2014||Mr. S. Venkatakrishnan - Company Secretary||Determination of criteria for evaluation of Board, ID and ED||0.5||Yes||Yes||Yes||Yes|
|4.||29.01.2015||Mr. S. Venkatakrishnan - Company Secretary||Update on Companies Amendment Bill 2014||0.5||Yes||Yes||Yes||Yes|
|5.||26.05.2015||Mr. S. Venkatakrishnan - Company Secretary||SEBI (Prohibition of Insider Trading) Regulations, 2015||1||Yes||VC||Yes||Yes|
|6.||26.05.2015||Mr. S. Venkatakrishnan - Company Secretary||Brief on SS 1 - Board Meetings||0.5||Yes||VC||Yes||Yes|
|7.||06.08.2015||Statutory Auditors - S. R. Batliboi||Updates on ICDS, ICFR requirements||0.5||Yes||-||Yes||-|
|8.||05.11.2015||Statutory Auditors - S. R. Batliboi||Further update on ICDS, ICFR and Ind AS||0.5||Yes||Yes||Yes||-|
|9.||04.02.2016||Mr. S. Venkatakrishnan - Company Secretary||SEBI (LODR) 2015||1||Yes||Yes||Yes||Yes|
|10.||19.05.2016||Mr. S. Venkatakrishnan - Company Secretary||Companies Amendment Bill, 2016||0.5||Yes||Yes||Yes||Yes|
|11.||14.07.2016||Mr. S. Venkatakrishnan - Company Secretary||SEBI (LODR) second amendement regulations, 2016||0.5||Yes||Yes||Yes||Yes|
|12.||03.08.2016||Mr. S. Venkatakrishnan - Company Secretary||Provisions pertaining to NCLT||0.5||Yes||-||Yes||Yes|
|13.||03.08.2016||Statutory Auditors - S R Batliboi||Ind AS||0.5||Yes||-||Yes||Yes|
|14.||09.09.2016||Mr. S. Venkatakrishnan||Compendium on Board Evaluation in India- Disclosures and Practices||2||Yes||Yes||Yes||Yes|
|15.||03.11.2016||Mr.S Venkatakrishnan||Investor Education and Protection Fund Rules, 2016||0.5||Yes||Yes||Yes||Yes|
|16.||09.2.2017||Mr.Sriram - Statutory Auditors - S R Batliboi||Salient features of GST and its impact on ESAB India Limited||1.5||Yes||Yes||Yes||Yes|
|17.||03.8.2017||Mr.S Venkatakrishnan||Amendment Notifications of MCA - 5 Nos.||0.5||Yes||Yes||Yes||Yes|
|18.||07.2.2018||Mr.S Venkatakrishnan||Salient features of Companies Amendment Bill, 2017 and SS - 3 - Secretarial Standard on Dividend||1.0||Yes||Yes||Yes||Yes|
|19.||30.5.2018||Mr.S Venkatakrishnan||Salient Features of amendments made to SEBI (LODR) Regulations, 2015.||0.5||-||Yes||Yes||Yes|
|20.||07.02.2019||Mr.S Venkatakrishnan||Salient features of SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018.||0.5||Yes||Yes||Yes||Yes|
|21.||07.02.2019||Mr.S Venkatakrishnan||Latest Developments – Uday Kotak Committee’s recommendations||0.5||Yes||Yes||Yes||Yes|
|22.||13.08.2019||Mr.S Venkatakrishnan||Companies Amendment Act, 2019||0.5||Yes||No||Yes||Yes|
The programme shall be periodically reviewed and brought in conformity with statutory and regulatory requirements, if any.